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       T R O U B L E D   C O M P A N Y   R E P O R T E R

                          E U R O P E

          Friday, May 19, 2023, Vol. 24, No. 101

                           Headlines



C Y P R U S

BANK OF CYPRUS: Moody's Hikes Deposit Ratings to Ba1, Outlook Pos.


F R A N C E

ELSAN SAS: Moody's Lowers CFR to B2 & Alters Outlook to Stable


I T A L Y

IGD: S&P Affirms 'BB+' LongTerm ICR, Off Watch Negative
ITELYUM REGENERATION: Moody's Assigns 'B2' CFR, Outlook Stable
LOTTOMATICA SPA: Moody's Rates New EUR1.1-Bil. Secured Notes 'Ba3'


N E T H E R L A N D S

AES ESPANA: S&P Lowers ICR to 'B+', Outlook Stable
EAGLE INTERMEDIATE: Moody's Alters Outlook on 'Caa2' CFR to Stable
Q-PARK HOLDING I: S&P Affirms 'BB-' ICR & Alters Outlook to Stable
SCHOELLER PACKAGING: S&P Lowers ICR to 'CCC+' on Refinancing Risk


S P A I N

MADRID RMBS I: Moody's Affirms Caa1 Rating on EUR34M Class D Notes


U K R A I N E

VF UKRAINE: S&P Affirms 'CCC+' Issuer Credit Rating, Outlook Stable


U N I T E D   K I N G D O M

ATLAS BUILDING: Files Second NOI to Appoint Administrators
CIRCULAR 1: Owes More Than GBP3.5-Mil. at Time of Administration
ELLICON CONSTRUCTION: Set to Pay Compensation to Former Employees
GREAT ANNUAL: Enters Administration After Rescue Plan Rejected
HARTINGTON CREAMERY: Files NOI to Appoint Administrators

HAYA HOLDCO 2: Moody's Lowers CFR & Senior Secured Notes to Ca
PARTY PIECES: Bought Out of Administration by Teddy Tastic Bear
VENATOR MATERIALS: Moody's Cuts CFR to Ca, Alters Outlook to Stable


X X X X X X X X

[*] BOOK REVIEW: Transnational Mergers and Acquisitions

                           - - - - -


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C Y P R U S
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BANK OF CYPRUS: Moody's Hikes Deposit Ratings to Ba1, Outlook Pos.
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Moody's Investors Service has upgraded Bank of Cyprus Public
Company Limited's and Hellenic Bank Public Company Ltd's ratings,
including their long-term deposit ratings to Ba1 from Ba2 and their
Baseline Credit Assessments (BCAs) and Adjusted BCAs to ba3 from
b1.

The outlook on the two banks' long-term deposit and senior
unsecured debt ratings is positive.

The two Cypriot banks' ratings upgrades capture the continued
strengthening of their asset quality profiles, improved
profitability prospects and solid capital metrics. The banks also
have a retail deposit-funded profile and strong liquidity buffers.

The positive outlooks on the long-term deposit and senior unsecured
debt ratings reflect Moody's expectations that profitability will
further strengthen and recent asset quality improvements will be
sustained, in spite of the higher interest rate environment, while
capital remains solid.

RATINGS RATIONALE

BANK OF CYPRUS PUBLIC COMPANY LIMITED

The upgrade of Bank of Cyprus' ratings and assessments reflects the
continued strengthening of the bank's asset quality and its
improving profitability prospects, that continue to reduce risks to
its capital.

Bank of Cyprus' reported nonperforming exposures (NPEs) declined to
4.0% of gross loans as of December 2022, from 12.4% as of December
2021, with the provisioning coverage strengthening to 69% as of
December 2022. While Moody's expects some moderate new problem loan
creation, due to the higher interest rate environment, the bank's
tighter underwriting standards in recent years and solid track
record in dealing with restructurings will likely lead to a modest
impact. The bank has seen no signs of asset-quality deterioration
to date, with low arrears and very limited NPE inflows, and expects
the NPE ratio to remain below 5%, with the cost of risk contained
between 50 to 80 basis points in 2023.

Bank of Cyprus' recurring profitability will likely strengthen in
the context of rising interest rates primarily as the bank's
significant cash balances with the central bank, around 30% of
assets as of December 2022 (excluding balances from the ECB's
targeted longer-term refinancing operations), reprice immediately
following policy rate hikes, and as the bank benefits from higher
yields on its loans, most of which are on variable rates. The bank
expects a reported return on tangible equity of more than 13% in
2023 (from 11.3% in 2022 excluding one-offs) and a cost-to-income
level in the mid-40s (from a reported 49% in 2022, excluding the
special and other levies, contributions). Moody's believes this is
achievable supported by the bank's recent cost-cutting initiatives.
Positively, the bank also has a high non-interest income component,
accounting for 49% of revenue and 85% of total expenses during
2022.

Risks to Bank of Cyprus' capital have receded following the
significant reduction in legacy NPEs in the bank's balance sheet,
the completion of the bulk of the bank's voluntary staff exit
schemes and an improved internal capital generation as
profitability strengthens. Bank of Cyprus reported a CET1 capital
ratio of 15.2% as of December 2022 (restated to include the
proposed dividend payment in 2023), which Moody's expects will
remain solid supported by improved internal capital generation.

Bank of Cyprus is predominantly funded by retail deposits and holds
strong liquidity buffers, supported by the de-risking of its
balance sheet. The bank's liquid banking assets were at 46% of
total banking assets as of December 2022.

The positive outlook on the long-term deposit and senior unsecured
debt ratings reflects Moody's expectation that residual
asset-quality risks will continue to recede and profitability will
strengthen.  Bank of Cyprus' ratings could be upgraded if the bank
manages to strengthen its profitability, reduce its stock of real
estate property and Stage 2 loans, and mitigates the impact of any
weaker borrower repayment capacity on its asset-quality metrics,
while maintaining solid capital and liquidity metrics. The positive
outlook on the deposit ratings also takes into account that
potential future debt issuances by the bank could provide a
potential higher buffer of more junior instruments.

Bank of Cyprus' Ba1 deposit ratings continue to be placed two
notches above its ba3 BCA, driven by the current protection
afforded to depositors from more loss-absorbing junior securities.
The bank's senior unsecured ratings and junior senior unsecured
medium-term note (MTN) programme ratings (including those on
holding company senior unsecured programmes) are placed at the
level of the ba3 BCA and the B1 subordinated debt ratings of Bank
of Cyprus Holdings Public Ltd Company are placed one notch below
Bank of Cyprus' BCA (the anchor point).

HELLENIC BANK PUBLIC COMPANY LTD

The upgrade of Hellenic Bank's ratings and assessments reflects the
continued strengthening of the bank's asset quality and capital
levels, and improving profitability prospects.

Hellenic Bank has significantly improved its asset quality, with
NPEs dropping to 3.6% of gross loans, following the completion of a
securitisation and sale of a portfolio of NPEs on March 30, 2023.
The NPE ratio excludes those NPEs that are 90% guaranteed by the
government, with the ratio rising to 9.8% including guaranteed
NPEs. The coverage ratio of NPEs, excluding NPEs guaranteed by the
government, stood at 51% following the NPE sale. Most outstanding
NPEs are legacy residential mortgage loans, and the coverage ratio
reflects their high collateralisation level. The bank's lending
rates have remained broadly stable, for existing loans, which in
addition to stricter underwriting standards over the past few
years, leads Moody's to expect only a modest increase in new
problem loan creation as a result of the higher interest rate
environment.

Hellenic Bank's recurring profitability will strengthen, as the
bank benefits from higher interest rates, given its large balances
with the ECB of around 42% of total assets as of December 2022,
that reprice immediately following rate hikes, and the gradual
reinvestment of its large bond portfolio, an additional 23% of
assets, into higher yielding bonds with a similar credit quality.
The bank expects a return on tangible equity of more than 10% in
the medium term (compared to 8.9% in 2022, excluding staff
restructuring costs) and a cost-to-income level of less than 50%
(from a reported 61% in 2022, excluding the special levy on
deposits and the deposit guarantee scheme contributions). Moody's
believes this is achievable in 2023, supported by the bank's
cost-cutting initiatives that will counter any higher
inflation-linked expenses.

Hellenic Bank's capital level has also strengthened, with a
pro-forma CET1 ratio of 19.1% as of December 2022, following the
completion of the NPE sale. Moody's expects capital levels to
remain strong as risks to capital have receded following the
significant reduction of legacy NPEs, the completion of a large
voluntary staff exit scheme and an improved internal capital
generation, as profitability strengthens.

Hellenic Bank is predominantly retail deposit-funded, with a market
share of 38% in household deposits (31% in overall deposits) as of
December 2022. Hellenic Bank also maintains high liquidity buffers.
The bank's liquid banking assets were at 56% of total banking
assets as of December 2022.

The positive outlook on the long-term deposit and senior unsecured
debt ratings reflects Moody's expectation that profitability will
strengthen and that recent NPE improvements will be sustained,
despite the higher interest rate environment. Hellenic Bank's
ratings could be upgraded if the bank manages to strengthen its
profitability, by further enhancing operational efficiencies,
growing its lending and increasing other sources of revenue to
counter its high reliance on net interest income. Sustaining recent
NPE improvements, improving its NPE coverage ratio and maintaining
solid capital levels, will also support an upgrade.

Hellenic Bank's Ba1 deposit ratings continue to be placed two
notches above its ba3 BCA, driven by the protection afforded to
depositors from more loss-absorbing junior securities. The bank's
senior unsecured ratings (including those under its EMTN programme)
and junior senior unsecured MTN programme ratings are placed at the
level of the ba3 BCA and the B1 subordinated debt ratings
(including those under its EMTN programme) are placed one notch
below the BCA.

FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS

The ratings of the two banks could be upgraded if they manage to
strengthen their profitability in a sustainable way, and if they
manage to mitigate the impact of any weaker borrower repayment
capacity on their asset-quality metrics while reducing legacy asset
risks and maintaining solid capital metrics. For Bank of Cyprus,
its deposit ratings are also sensitive to potential increased
future debt issuances, that significantly raise the buffers
available to absorb losses.

Given the positive outlook, it is unlikely that there will be a
downgrade in the banks' ratings. The positive outlook on the banks'
ratings may be changed to stable if Moody's expects that recent
asset quality improvements will reverse, or that the operating
environment will weaken or if the rating agency determines that the
currently expected profitability improvements will fail to
materialise or will not be sustainable.

LIST OF AFFECTED RATINGS

Issuer: Bank of Cyprus Holdings Public Ltd Company

No outlook assigned

Upgrades:

Subordinate Medium-Term Note Program (Foreign Currency), Upgraded
to (P)B1 from (P)B2

Subordinate Medium-Term Note Program (Local Currency), Upgraded to
(P)B1 from (P)B2

Senior Unsecured Medium-Term Note Program (Foreign Currency),
Upgraded to (P)Ba3 from (P)B1

Senior Unsecured Medium-Term Note Program (Local Currency),
Upgraded to (P)Ba3 from (P)B1

Subordinate Regular Bond/Debenture (Local Currency), Upgraded to
B1 from B2

Issuer: Bank of Cyprus Public Company Limited

Outlook Actions:

Outlook, Remains Positive

Upgrades:

Adjusted Baseline Credit Assessment, Upgraded to ba3 from b1

Baseline Credit Assessment, Upgraded to ba3 from b1

ST Counterparty Risk Assessment, Upgraded to P-3(cr) from NP(cr)

LT Counterparty Risk Assessment, Upgraded to Baa3(cr) from
Ba1(cr)

ST Counterparty Risk Rating (Foreign Currency), Upgraded to P-3
from NP

ST Counterparty Risk Rating (Local Currency), Upgraded to P-3 from
NP

LT Counterparty Risk Rating (Foreign Currency), Upgraded to Baa3
from Ba1

LT Counterparty Risk Rating (Local Currency), Upgraded to Baa3
from Ba1

Senior Unsecured Medium-Term Note Program (Foreign Currency),
Upgraded to (P)Ba3 from (P)B1

Senior Unsecured Medium-Term Note Program (Local Currency),
Upgraded to (P)Ba3 from (P)B1

Junior Senior Unsecured Medium-Term Note Program (Foreign
Currency), Upgraded to (P)Ba3 from (P)B1

Junior Senior Unsecured Medium-Term Note Program (Local Currency),
Upgraded to (P)Ba3 from (P)B1

Senior Unsecured Regular Bond/Debenture (Local Currency), Upgraded
to Ba3 POS from B1 POS

LT Bank Deposits (Foreign Currency), Upgraded to Ba1 POS from Ba2
POS

LT Bank Deposits (Local Currency), Upgraded to Ba1 POS from Ba2
POS

Affirmations:

ST Bank Deposits (Foreign Currency), Affirmed NP

ST Bank Deposits (Local Currency), Affirmed NP

Issuer: Hellenic Bank Public Company Ltd

Outlook Actions:

Outlook, Remains Positive

Upgrades:

Adjusted Baseline Credit Assessment, Upgraded to ba3 from b1

Baseline Credit Assessment, Upgraded to ba3 from b1

ST Counterparty Risk Assessment, Upgraded to P-3(cr) from NP(cr)

LT Counterparty Risk Assessment, Upgraded to Baa3(cr) from
Ba1(cr)

ST Counterparty Risk Rating (Foreign Currency), Upgraded to P-3
from NP

ST Counterparty Risk Rating (Local Currency), Upgraded to P-3 from
NP

LT Counterparty Risk Rating (Foreign Currency), Upgraded to Baa3
from Ba1

LT Counterparty Risk Rating (Local Currency), Upgraded to Baa3
from Ba1

Subordinate Medium-Term Note Program (Foreign Currency), Upgraded
to (P)B1 from (P)B2

Subordinate Medium-Term Note Program (Local Currency), Upgraded to
(P)B1 from (P)B2

Senior Unsecured Medium-Term Note Program (Foreign Currency),
Upgraded to (P)Ba3 from (P)B1

Junior Senior Unsecured Medium-Term Note Program (Foreign
Currency), Upgraded to (P)Ba3 from (P)B1

Senior Unsecured Medium-Term Note Program (Local Currency),
Upgraded to (P)Ba3 from (P)B1

Junior Senior Unsecured Medium-Term Note Program (Local Currency),
Upgraded to (P)Ba3 from (P)B1

Subordinate Regular Bond/Debenture (Local Currency), Upgraded to
B1 from B2

Senior Unsecured Regular Bond/Debenture (Local Currency), Upgraded
to Ba3 POS from B1 POS

LT Bank Deposits (Foreign Currency), Upgraded to Ba1 POS from Ba2
POS

LT Bank Deposits (Local Currency), Upgraded to Ba1 POS from Ba2
POS

Affirmations:

ST Bank Deposits (Foreign Currency), Affirmed NP

ST Bank Deposits (Local Currency), Affirmed NP

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Banks
Methodology published in July 2021.



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F R A N C E
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ELSAN SAS: Moody's Lowers CFR to B2 & Alters Outlook to Stable
--------------------------------------------------------------
Moody's Investors Service has downgraded the corporate family
rating to B2 from B1 and the probability of default rating to B2-PD
from B1-PD of Elsan SAS, a leading private hospital operator in
France. Concurrently, Moody's has downgraded to B2 from B1 the
ratings on the senior secured revolving credit facility (RCF) due
December 2027 and the senior secured term loan B due June 2028. The
outlook has been changed to stable from negative.

RATINGS RATIONALE

The rating downgrade reflects the limited improvement in Elsan's
credit metrics since the acquisition of C2S in 2021 due to external
factors including covid-related disruptions, staff shortage and
cost inflation. More specifically, Moody's-adjusted debt/EBITDA and
EBITA/interest were 6.7x and 1.6x respectively at year-end 2022
compared to proforma metrics of 6.8x and 1.7x respectively when the
acquisition of C2S was announced in early 2021.

Moody's expects higher tariffs in 2023, cost efficiencies and lower
cost inflation to support a reduction in Moody's-adjusted leverage
towards 6.0x over the next 12-18 months. However, the rating agency
expects Moody's-adjusted EBITA/interest to weaken to around 1.5x
over the same period because of higher interest rates, partly
offset by the company's hedging strategy.  Moody's also forecasts
Moody's-adjusted retained cash flow/net of above 10% and positive
Moody's-adjusted free cash flow over the next 12-18 months. These
level of credit metrics will position Elsan's B2 CFR towards the
stronger end of the rating category.

There are nonetheless downside risks to Moody's forecasts because
higher tariffs in 2023 will not be sufficient to offset cost
inflation. Moody's understands that the company has already
implemented a number of initiatives to offset cost inflation such
as improving staff productivity and cost savings but they entail
inherent execution risks despite the company's good operating track
record. Moreover, there is regulatory risk related to the
uncertainty around the planned reform of the activity-based funding
system for French public and private hospitals in 2024.

More positively, the rating is supported by the company's position
in the French medicine, surgery and obstetrics (MSO) segment. It
also reflects the overall supportive regulatory framework of the
French healthcare system as reflected by government support
mechanisms that have protected Elsan's revenue throughout the
pandemic. There are also positive secular trends for French
hospitals, for example, a population that is ageing, living longer
and has a greater need for medical care.

LIQUIDITY

Elsan's liquidity is adequate, supported by EUR182 million of cash
and cash equivalents as of February 28, 2023 and EUR167 million
available under the EUR207.2 million senior secured RCF. The
company is subject to one springing financial covenant (net
leverage) if the RCF is 40% drawn. The threshold is set at 7.5x,
and Moody's expects, if a test is needed, the company to maintain
ample capacity under this covenant. The net leverage ratio, as
defined by the debt indenture, was 5.6x as of December 2022. There
is no significant debt maturity before December 2027, when the
senior secured RCF matures.

STRUCTURAL CONSIDERATIONS

The B2 ratings on the senior secured term loan B and the senior
secured RCF, in line with the CFR, reflect their pari passu ranking
in the capital structure and the upstream guarantees from material
subsidiaries of the company. They are both secured upon collateral
that essentially consists of share pledges. The B2-PD probability
of default rating, in line with the CFR, reflects Moody's
assumption of a 50% family recovery rate, typical for bank debt
structures with a limited or loose set of financial covenants.

RATIONALE FOR THE STABLE OUTLOOK

The stable outlook reflects Moody's expectation that Elsan will
maintain credit metrics in line with a B2 rating over the next
12-18 months, notably Moody's-adjusted debt/EBITDA reducing towards
6.0x, Moody's-adjusted EBITA/interest of around 1.5x, and positive
Moody's-adjusted free cash flow.

FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS

The rating could be upgraded if, on a sustained basis and based on
Moody's adjustments, debt/EBITDA falls below 6.0x; EBITA/interest
increases to 2.0x; retained cash flow/net debt exceeds 10%; and the
company maintains solid liquidity including positive free cash
flow. An upgrade will also require no adverse regulatory or policy
change, nor any adverse change in the company's business strategy
or financial policy.

The rating could be downgraded if, on a sustained basis and based
on Moody's adjustments, debt/EBITDA rises above 7.0x;
Moody's-adjusted EBITA/interest decreases towards 1.0x; or
liquidity weakens including negative free cash flow for a prolonged
period.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.

COMPANY PROFILE

Elsan operates the largest network of private MSO hospitals in
France. It generated revenue of EUR2.9 billion in 2022.




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I T A L Y
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IGD: S&P Affirms 'BB+' LongTerm ICR, Off Watch Negative
-------------------------------------------------------
S&P Global Ratings affirmed its 'BB+' long-term issuer credit
rating on retail property company IGD and removed it from
CreditWatch where S&P placed it with negative implications on April
27, 2023.

The negative outlook indicates that S&P could lower the ratings on
IGD over the next six to 12 months by at least one notch, if IGD
does not secure sufficient funding to meet upcoming financial
obligations and avoid a material weakening of its liquidity
position, or if its EBITDA-interest-coverage decreased below 2.4x
because of a higher cost of funding.

On May 9, 2023, IGD announced the execution of a EUR250 million
green secured facility agreement, which would cover the company's
refinancing needs over the 12 months starting April 1, 2023.

IGD's liquidity needs are covered for the next 12 months, following
the closing of its EUR250 million new secured loan. On May 9, 2023,
IGD announced the execution of EUR250 million new secured loans.
Following the deal execution, S&P removed its ratings on IGD from
CreditWatch with negative implications. IGD's liquidity sources
over the 12 months started April 1, 2023, comprise about EUR250
million of new secured debt facilities, EUR18.2 million of
available cash, EUR60 million of undrawn bank lines maturing beyond
the next 12 months (in July 2025), and our forecast of positive
cash funds from operations (FFO) of EUR60 million-EUR65 million.
These liquidity sources should be sufficient to comfortably cover
its EUR205.6 million of debt maturities over the next 12 months,
EUR15 million of committed capital expenditure (capex), and EUR33.1
million of announced cash dividends. Following the transaction's
close, the company's weighted-average debt maturity profile would
increase to around 3.5 years, from slightly below 3.0 years before
the transaction. S&P also expects IGD to maintain adequate headroom
(more than 10%) under its bond and bank covenants.

S&P said, "Our negative outlook reflects our view that IGD´s
refinancing needs remain significant beyond our 12-month horizon.
In November 2024, the company's EUR400 million bond will mature.
Our liquidity calculation over the next 12 months would include
this debt maturity starting from the end of 2023. If the company
does not manage to secure sufficient funding to meet this sizable
debt maturity in a timely manner, its liquidity profile could fall
short, which would likely lead to a rating downgrade by at least
one notch.

"We expect IGD's EBITDA interest coverage to tighten close to our
rating threshold over the coming 12 months, reflecting rising
funding costs. We assume this ratio to decline from 3.6x at the end
of 2022 to 2.5x-2.8x at the end of 2023, and around 2.5x in 2024,
while our downside trigger is at 2.4x. Credit market conditions
have deteriorated over the past year due to rising interest rates
and weakening trading conditions, both in equity and debt capital
markets. Although IGD is targeting alternative funding sources such
as secured debt or private placements, we see uncertainty about the
size and timing of the funds potentially raised and the respective
impact on funding costs. We assume further refinancing over
2023-2024 with an average interest rate of around 7%, slightly
higher than the recently executed EUR250 million secured debt.
Given that new debt issuances in 2023-2024 would likely represent
broadly half of the company's total debt, the impact on the
EBITDA-interest-coverage ratio would likely be significant. That
said, we understand the company would contemplate EUR180
million-EUR200 million of non-core asset disposals, which we
currently do not include in our base case, given investment market
uncertainty. Higher debt repayments than we currently anticipate,
as a result of material disposals, limited investments, or
dividends, could support the EBITDA-interest-coverage ratio.

"We expect operating fundamentals to remain solid for IGD over the
coming 12 months.During the first quarter of 2023, IGD reported
2.3% like-for-like growth in rental income, mostly due to
indexation of leases, and partially offset by moderate decrease in
occupancy (95.2% in Italy versus 95.7% at the end of 2022, and
97.0% in Romania versus 98.1% at the end of 2022). We expect the
company to continue benefitting from positive like-for-like growth
in rental income, due to the indexed nature of its leases."

The negative outlook reflects the possibility of a downgrade by at
least one notch over the next six to 12 months if IGD does not
secure sufficient funding sources to meet its upcoming debt
maturities in a timely manner, and thereby avoid a material
deterioration of its liquidity.

Downside scenario

S&P would likely downgrade IGD if, over the coming 12 months:

-- The company fails to address its upcoming maturities in a
timely manner, which would result in a deteriorated liquidity;

-- EBITDA-interest-coverage decreases to 2.4x or below, most
likely because of higher funding costs or due to lower EBITDA
generation in case of more disposals than currently anticipated;
or

-- Debt to debt plus equity increases well above 50%, due to more
portfolio devaluations than currently anticipated.

Upside scenario

S&P could revise the outlook to stable if:

-- IGD was addressing its upcoming debt maturities in a timely
manner, sustainably improving its liquidity cushion; and

-- EBITDA interest coverage remains above 2.4x, despite higher
interest rates, on the back of resilient performance and cash flow
generation.

A revision of the outlook back to stable would also hinge on the
company's ability to maintain its debt-to-debt plus equity and
debt-to-EBITDA ratios sustainably below 50% and 11x, respectively,
over the next 12 months.

ESG credit indicators: E-2, S-2, G-2


ITELYUM REGENERATION: Moody's Assigns 'B2' CFR, Outlook Stable
--------------------------------------------------------------
Moody's Investors Service has assigned a B2 Corporate Family Rating
and a B2-PD Probability of Default Rating to Itelyum Regeneration
S.p.A. Concurrently, Moody's has also affirmed the B2 rating of the
group's EUR510 million senior secured notes, maturing October 1,
2026, which have been transferred to Itelyum from Verde Bidco
S.p.A. following an intra group merger. The outlook is stable. At
the same time, Moody's has withdrawn the B2 Corporate Family Rating
and B2-PD Probability of Default Rating previously assigned to
Verde Bidco S.p.A.

RATINGS RATIONALE

Moody's has decided to withdraw the ratings for its own business
reasons.

The rating action reflects the neutral credit impact of the group's
restructuring, which was envisaged as part of the original
financing, on the ratings of the debt instruments.

The B2 CFR assigned to Itelyum reflects (1) the company's leading
market positioning in certain markets for hazardous industrial
waste in Italy; (2) its overall high degree of profitability with
EBITDA margins in the high teens supporting Moody's expectations of
annual free cash flows in the range of EUR20-30 million; (3) some
degree of barriers to entry due to the regulatory environment and
the company's chemical & processing know-how; (4) a track record
demonstrating a certain resilience; and (5) a good liquidity
profile.

At the same time, the B2 CFR is constrained by (1) the company's
overall small scale with revenues of around EUR550 million reported
in 2022; (2) its overall high leverage - measured as Moody's
adjusted gross debt/ EBITDA - expected to be above 5.5x over the
next 12 months; (3) some degree of event risk as the company is
likely to remain acquisitive, although this is partly mitigated by
a solid track record of integrating smaller bolt-on acquisitions;
and (4) some uncertainty around long-term operating performance in
the regeneration segment where an eventual strong acceleration in
demand for electric vehicles could affect the demand for the
division's product (although penetration levels for electric
vehicles in Italy are currently low).

AFFIRMATION OF THE SENIOR SECURED NOTES

The affirmation of the EUR510 million senior secured notes due 2026
at B2, in line with the CFR, is a reflection of Itelyum's capital
structure which mainly consists of the bonds and a EUR50 million
revolving credit facility (RCF). The RCF is currently undrawn, but
ranks ahead of the bonds as per the terms of the intercreditor
agreement.

Bondholders are benefiting from upstream guarantees from operating
subsidiaries representing around 65% of the group's adjusted
EBITDA. Following the intra-group merger in between Verde Bidco
S.p.A, Green Holdings S.p.A. and Itelyum – with Itelyum being the
surviving entity – debt instruments are now located at Itelyum,
which is an operating company.

LIQUIDITY

Moody's expects Itelyum's liquidity profile to be good over the
next 12-18 months. As at the end of December 2022, the company had
cash balances of around EUR69 million, with a  further liquidity
cushion provided by access to the undrawn EUR50 million revolving
credit facility (RCF). In addition, Moody's would expect the
company to continue generating free cash flow in the range of
EUR20-30 million per annum. The RCF has a maintenance covenant
without step-down and will only be tested if the facility is drawn
40% or more.

OUTLOOK

The stable outlook on the ratings reflects Moody's expectation that
Itelyum will - in spite of some headwinds anticipated during 2023 -
maintain a leverage below 6x debt/EBITDA. Moreover, the stable
outlook incorporates Moody's assumption that Itelyum will not
increase its leverage from current levels in the event a larger
acquisition was to be undertaken.

FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS

Upward pressure on the ratings would require Itelyum to continue to
display a resilience in operating performance and grow its EBITDA
so that its leverage ratio moves well below 5x.

The ratings could be downgraded should Itelyum's leverage move
sustainably above 6x, or if the company's free cash flows were to
turn negative on a persistent basis.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Environmental
Services and Waste Management published in May 2023.

Itelyum is an Italian industrial hazardous waste management
company. It is involved in the processing and recycling of complex
streams of hazardous waste, and is a market leader in Italy in lube
oil regeneration and solvent purification. The group is mainly
focused on the Italian market; however, the company does also have
some international operations. In 2022, Itelyum reported revenues
of EUR552 million and an adjusted EBITDA of EUR105 million.


LOTTOMATICA SPA: Moody's Rates New EUR1.1-Bil. Secured Notes 'Ba3'
------------------------------------------------------------------
Moody's Investors Service has assigned a Ba3 rating to Lottomatica
S.p.A.'s proposed EUR1,115 million senior secured notes with a
minimum tranche size of EUR300 million senior secured notes and
EUR300 million senior secured floating rate notes. Lottomatica
S.p.A. is a subsidiary of Lottomatica Group S.p.A. ("Lottomatica",
or "the company"), and is the holding company of Lottomatica's
operating subsidiaries.

The proposed EUR1,115 million senior secured notes will be used to
redeem the existing notes due 2025, including the EUR340 million
senior secured notes, the EUR300 million senior secured floating
rate notes (of which EUR100 million has already been redeemed), and
the EUR575 million senior secured notes issued by Lottomatica
S.p.A.

RATINGS RATIONALE

Lottomatica's Ba3 corporate family rating (CFR) is supported by:
(i) the company's favourable position in the gaming value chain,
underpinning the company's resilience to adverse regulatory
developments and previous downturns; (ii) its product
diversification and increasing presence in the profitable high
growth online segment; (iii) the moderate Moody's-adjusted leverage
expected to be around 3x in 2023 and good liquidity supported by
consistently strong free cash flow generation; and (iv) proven
ability to integrate large targets and achieve synergies.

The rating is constrained by: (i) Lottomatica's geographical
concentration in Italy, which exposes the company to a single
regulatory and fiscal regime; (ii) its exposure to concession
renewal risks and the related cash outflow, and; (iii) its presence
in the mature retail gaming machine segment with limited growth
prospects and lower margins than the betting and online segments,
although Moody's notes the significant growth in the online
segment, and; (iv) the majority private equity ownership, although
this is significantly mitigated by the recent IPO and adoption of a
more conservative financial policy.

STRUCTURAL CONSIDERATIONS

Lottomatica's Ba3-PD probability of default rating (PDR) is in line
with the CFR, given the family recovery rate assumption of 50%,
which is consistent with Moody's approach for capital structures
that include a mix of bank debt and bonds. Lottomatica S.p.A.'s
senior secured notes are rated Ba3, in line with the CFR, to
reflect the fact that the senior secured notes represent nearly
100% of the group's reported debt and there is no material
financial debt at the subsidiaries' level.

FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS

Upward pressure on the ratings would materialize if the company:
(i) establishes a track record of following more conservative
governance practices and financial policy, (ii) demonstrates that
it is able to maintain Moody's-adjusted leverage below 3.0x on a
sustainable basis while exhibiting good liquidity and generating
strong positive free cash flow, and; (iii) continues to grow its
EBIT margin above 20%.

Negative pressure on the rating could occur if: (i) Lottomatica's
operating performance weakens or is hurt by a changing regulatory
and fiscal regime, including the terms of concession renewal, (ii)
Moody's-adjusted leverage increases sustainably to above 3.5x,
(iii) free cash flow deteriorates and liquidity weakens, or (iv)
the company engages in large transformative acquisitions that could
lead to integration risk and increase in leverage.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Gaming
published in June 2021.

COMPANY PROFILE

Founded in 2006 and headquartered in Rome (Italy), Lottomatica
S.p.A. (formerly GAMENET GROUP S.P.A.) is the leader in the Italian
gaming market. The company operates in three operating segments:
(i) Online: online betting segment, through a wide range of online
products including games such as poker, casino games, bingo, horse
racing and other sports betting; (ii) Sports Franchise: games and
horse-race betting through the retail network; and (iii) Gaming
Franchise: concessionary activities relating to the product lines:
amusement with prize machines ("AWP"), video lottery terminals
("VLT") and management of owned gaming halls and AWPs ("Retail &
Street Operations").

In 2022, the company reported net revenue of EUR1,395 million and
EBITDA of EUR460 million including one month of Betflag SPA.




=====================
N E T H E R L A N D S
=====================

AES ESPANA: S&P Lowers ICR to 'B+', Outlook Stable
--------------------------------------------------
S&P Global Ratings lowered its ratings on AES Espana B.V. and its
2028 bonds to 'B+' from 'BB-'.

The stable outlook indicates that S&P expects the company to have
operating margins between 10% and 15% for the next two years
because of the new LNG supply and energy contracts, which it
expects will result in debt to EBITDA between 4.0x and 5.0x for the
next two years.

AES Espana's liquified natural gas (LNG) supply contract with BP
PLC matured in April, and the company has closed a new LNG supply
contract that incorporates an increase in fuel costs, pushing AES
Espana's combined cycle assets to the peak load dispatch zone.

Considering the new conditions in its gas supply contract, AES
Espana renegotiated its contracts with distribution companies in
February 2023 for a shorter tenor of two years and with updated
conditions that result in tighter generation margins.

Following the expiration of its contracts with BP, which were
indexed to Henry Hub (HH) and a spread, AES Espana signed a new LNG
supply contract for an 11 year period to assure its fuel
consumption during that time. The new prices are benchmarked to the
TTF index until 2026, and then will be pegged to the HH until 2033.
This change in the benchmark to a pricier index pushes AES Espana's
combined cycle assets away from base load dispatch, versus its
assets' historical position as base load units. However, despite
the higher cost of fuel, S&P thinks that the company's combined
cycle plants will continue to be critical for the system's
reliability, because with the new contracts the plants will
dispatch during peak demand.

In February 2023, AES Espana renegotiated its energy PPAs for its
combined cycle assets with state-owned distributors Edesur,
Edeeste, and Edenorte for a two-year term, maturing in February
2025. The new contracts incorporate a pass-through of fuel costs
plus a spread. The spread is higher if the energy sold to
distributors is generated by AES Espana's plants, or $2 per
megawatt hour (/MWh) lower if AES Espana buys energy in the spot
market. The LNG contract includes the flexibility to make
opportunistic gas purchases that may enable the company to increase
its margins. S&P said, "Considering lower dispatched energy and
increased dependence on opportunistic merchant transactions to
obtain generation margins, we expect tighter operating margins of
10%-15% versus the company historical margins of 20%-25%. We
forecast these margins to lead to debt to EBITDA of 4.0x-5.0x for
2023 and 2024, including debt and cash flow held at AES Espana's
subsidiary, AES Dominicana Renewable Energy S.R.L. (ADRE), which is
an unrestricted subsidiary. Although consolidated in AES Espana's
financial statements, its debt is non-recourse to AES Espana."

ADRE has been the vehicle in which AES Espana has been developing
the growth in renewable capacity in the past few years, and where
S&P expects an additional 290 MW of installed capacity to be
operational in the next two years.

Despite the increased leverage, about 95% of the company's total
generation remains contracted. Its contracts continue to
incorporate fuel pass-through clauses, while the shorter tenor of
the new energy contracts allows for the possibility of
renegotiation at better conditions after 2025, also considering
that the fuel contract will be benchmarked to HH by that date.

S&P said, "In our view, operating in the Dominican Republic's
(BB/Stable/B) electricity sector exposes AES Espana and its sister
company, Dominican Power Partners (DPP; not rated), to some risk
because the sector depends on government subsidies that are
directed to the distribution segment through various financing
schemes by the government. Even though AES Espana kept accounts
receivables from distribution companies on average under 60 days in
the last two years, in our view, the sector's dependence on
governmental subsidies makes its financial sustainability compare
negatively with other jurisdictions in Latin America.

"Although DPP recently signed contracts directly with distribution
companies, we think this could reduce collection days, because
before it signed contracts with the Corporación Dominicana de
Empresas Eléctricas Estatales, which acted as an intermediary. In
addition, because the distributors tend to pay the more
cost-efficient generators first, this could create further delays.
In the upcoming quarters, we'll monitor the dynamics of collecting
receivables amid the new contract structure. In our base case, we
expect collection of receivables to occur below 60 days.

"We previously incorporated a negative ratings adjustment to
reflect the abovementioned risks for AES Espana compared to
similarly rated peers. However, we now think the current rating
level already incorporates the risks related to operating in the
Dominican Republic's electricity sector and its uncertainties
regarding collection cycles."

These companies share management, their business activities and
operational and financial strategies are integrated, and the bond's
financial covenants are calculated on a consolidated basis.
Considering these factors, S&P base its ratings and credit metric
calculations on a consolidated basis, using the financials of their
holding company, AES Hispanola Holdings II B.V. (AES Hispanola; not
rated).

ESG credit indicators: E-4, S-3, G-3

S&P said, "Environmental factors are a negative consideration in
our credit rating analysis of AES Espana and DPP, which have a 655
MW combined-cycle thermal plant and a regasification terminal in
the Dominican Republic, as well as 150 MW in renewable generation.
We consider the Dominican Republic to be exposed to physical risks,
and as a result, so are AES Espana and DPP's assets. In addition,
we view the governance risks as related to the sovereign, rather
than to entity-specific concerns. As a result, governance factors
are a moderately negative consideration. Social factors are also a
moderately negative consideration, given the electricity sector's
dependence on government subsidies in order to make power more
affordable to residential consumers. The generation companies
depend on the execution of the government's securitization program
-- which compensates distributors for high electricity losses -- to
secure the timely payment of the energy supply, reducing pressure
on working capital needs."


EAGLE INTERMEDIATE: Moody's Alters Outlook on 'Caa2' CFR to Stable
------------------------------------------------------------------
Moody's Investors Service has changed Eagle Intermediate Global
Holding B.V.'s (d/b/a The LYCRA Company) outlook to stable from
negative and affirmed the company's Caa2 Corporate Family Rating
and Caa2-PD Probability of Default Rating. At the same time,
Moody's has downgraded the company's USD senior secured notes to
Caa3 from Caa2 and appended the limited default (LD) designation to
the Caa2-PD Probability of Default Rating. Its Speculative Grade
Liquidity Rating (SGL) remains SGL-4.

Affirmations:

Issuer: Eagle Intermediate Global Holding B.V.

Corporate Family Rating, Affirmed Caa2

Probability of Default Rating, Affirmed Caa2-PD /LD (/LD
appended)

Downgrades:

Issuer: Eagle Intermediate Global Holding B.V.

Backed Senior Secured Regular Bond/Debenture, Downgraded to Caa3
from Caa2

Outlook Actions:

Issuer: Eagle Intermediate Global Holding B.V.

Outlook, Changed to Stable from Negative

RATINGS RATIONALE

The rating outlook change to stable from negative reflects the
improvement in the company's debt maturity and liquidity profile
after recently completed refinancing transactions and the expected
improvement in earnings in the second half of 2023 from recent
trough. The recently issued EUR300 million notes due April 2025 and
$139 million super senior credit facility due February 2025
(unrated) extended the company's next debt maturity to 2025 and
reduced its cash interest payments in 2023 through pay-in-kind
features. Spandex demand will gradually improve from recent lows
with China's reopening and the end of destocking by apparel
customers.

The LYCRA Company's Caa2 CFR continues to reflect its high debt
leverage at about 10x at the end of 2022, with a slight improvement
expected in 2023. Pressure on earnings continued in early 2023
given the wide price gap between LYCRA branded spandex and generic
spandex. However, stronger demand and better fixed cost absorption
will aid an improvement in earnings in the second half of 2023. The
recently completed refinancing will allow management to refocus on
business operations and use its available cash balance to fund
seasonal working capital requirements.

The one-notch downgrade of the $705 million USD notes due May 2025
reflects a decline in its expected recovery after the issuance of
EUR300 million notes due April 2025 and the upsized $139 million
super senior term loan due February 2025. The LYCRA Company will
carve out $75 million worth of IP assets into an unrestricted
subsidiary, which will solely guarantee the EUR300 million notes
thus improving its expected recovery against the USD notes. The
super senior term loan ranks further ahead of both the Euro and USD
notes, as it benefits from the same super-priority recovery
provisions as in the previous revolving credit facility agreement.

Moody's has appended the Caa2-PD PDR with the "/LD" designation to
signal a "limited default" on the refinancing of the company's
EUR250 million notes through the issuance of EUR300 million with a
16% annual coupon and a significant original issuance discount.
Moody's will remove the "/LD" from the PDR after three business
days. The designation results from Moody's interpretation of a debt
refinancing or exchange offer at unusual terms as an indication of
untenable debt capital structure. In The LYCRA Company's case, the
refinancing of the old EUR250 million notes by the new EUR300
million notes at an unusually high cost including the carveout of
IP assets as additional collateral in favor of the Euro notes
investors at the expense of USD notes investors was executed to aid
liquidity and avoid default in Moody's view.

The company reported total cash of $72 million at the end of Q1
2023. Working capital needs in the first half of 2023 will consume
some cash, with the expectation of free cash flow generation for
the full year in 2023, given the reduced cash payment in interest
expenses in 2023 (before rising again in 2024) and lower raw
material costs. The company's debt capital mainly comprises $139
million super senior term loan due in Feb 2025, EUR300 million
senior notes due April 2025 and $705 million senior notes due May
2025.

Litigation in China with its former owner continues to carry a
negative effect on the company's credit profile. The maximum
residual risk from the legal disputes with its former owner Ruyi is
estimated at about $80 million by the LYCRA Company, which is
aggressively defending itself in this case.

The LYCRA Company's credit profile is supported by its market
leadership in the spandex industry with well-known brands and its
long-term relations with textile mills and garment manufacturers.
Its premium LYCRA(R) fiber brand spandex, including LYCRA HyFit(R)
fiber for diapers, account for slighly more than 75% of total
sales. The company's continuous R&D efforts, pricing actions,
ability to launch new products and strategic plan to shift product
mix to higher-margin spandex will support its margins against
generic competition and cost inflations. The company's new
ownership by Asia investment companies is a positive to former
ownership.

The rating has also taken into account environmental, social and
governance factors. The LYCRA Company's aggressive financial
leverage and legal disputes with its prior owner have a negative
effect on the rating. Interest expense accruals, IP assets carveout
and organizational complexity following the recent refinancing
activities present challenges to risk management over time. The
spandex fiber has been one of the sectors severely affected by the
global pandemic given its sensitivity to textile and apparel
manufacturing. Additionally, the production facilities of spandex
process hazardous materials, produces wastes and are subject to
environmental, health and safety laws and regulations.

FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS

The rating could be upgraded, if the company improves its earnings,
liquidity and capital structure. Additional financial means that
can reduce interest burden, lower debt leverage and improve the
prospect of free cash flow generation would also be credit
positive.

The rating could be downgraded, if the company fails to improve its
earnings or its liquidity deteriorates.

Eagle Intermediate Global Holding B.V. (The LYCRA Company) is a
leading producer of man-made fibers, including spandex, polyester
and nylon, which are used by many apparel brands. Its owns
well-known brands such as LYCRA(R) fiber, ELASPAN(R) fiber,
COOLMAX(R) and THERMOLITE(R), each of which provides garments with
desired functional performance. The company operates eight wholly
owned manufacturing and processing facilities in North America,
Europe, Asia and South America. In 2022, it generated about $1.1
billion in revenues. The LYCRA Company is owned fully by a group of
investors comprised of Lindeman Asia, Lindeman Partners Asset
Management, Tor Investment Management, and China Everbright
Limited.

The principal methodology used in these ratings was Chemicals
published in June 2022.


Q-PARK HOLDING I: S&P Affirms 'BB-' ICR & Alters Outlook to Stable
------------------------------------------------------------------
S&P Global Ratings revised its outlook to stable from negative and
affirmed its 'BB-' long-term issuer credit and issue ratings on
Q-Park Holding I B.V. (Q-Park) and its debt.

The stable outlook reflects S&P's view that Q-Park will improve its
weighted-average debt to EBITDA to 8.5x-9.0x and maintain adjusted
FFO to debt of about 5.0%-6.0% over the next three years, supported
by revenue growth, cost optimization, and its flexible financial
policy.

S&P said, "The revision of the outlook to stable reflects our
expectations that Q-Park's adjusted debt to EBITDA will improve and
stabilize at about 8.5x-9.0x over 2023-2025, from 9.2x in 2022.We
assume that Q-Park will continue to successfully execute its
pricing management strategy, which propelled the company's 2022
earnings above our expectations, despite average like-for-like
volumes remaining 10% below 2019 levels during the year. The
company achieved an average 7.4% price increase across its
short-term parking portfolio in 2022, more than offsetting cost
base inflation of 6.3%, and we assume further pricing efforts will
continue to mitigate the effects of high inflation in the next
12-18 months. This is supported by about 50% of Q-Park's revenue
being from contracts where it can adjust prices freely, reflecting
the high share of owned facilities and ground leases in its
portfolio. In our view, the company has further room to adapt its
pricing since it has not observed a slowdown in occupancy following
recent price increases. However, we assume it will continue to
adjust prices carefully considering elasticity to mitigate
potential volume risk and preserve its market share. Moreover,
earnings should be further supported by inflation-linked tariffs in
its concession contracts (about 25% of 2022 gross margin) and
contracts requiring third parties' consent for the remaining part,
which we anticipate could yield further tariff increases
considering recent successful negotiations and still-high
inflation.

"In addition, we assume car park occupancy could continue to
increase in the next 12-18 months, although at a low-single-digit
percentage due to remote working models and considering higher fuel
costs and the weaker macroeconomic environment. This should
mitigate inflation of the cost base, including inflation-linked
fixed leases (41% of total costs in 2022) and materially higher
energy costs (3%), supporting a limited decline in reported margin
to 35%-38% over 2023-2025, from 36.4% in 2022 and 37% in 2019.

"We assume Q-Park will align its leverage with its financial policy
and accommodate expansion before using any flexibility to pay
dividends. We believe that the company will continue to manage its
dividend payments to support leverage commensurate with its
financial target of 7.0x (as calculated for managerial purposes,
based on underlying EBITDA including all lease expenses). This
roughly translates to S&P Global Ratings-adjusted debt to EBITDA of
about 9x. As per our base case, we assume no dividend payment
before 2024, in line with the company's guidance. Thereafter, we
assume distributions could restart as debt to EBITDA improves, but
understand they will remain flexible and depend on business
conditions, particularly acquisitions to replace expiring contracts
or expand the business. We therefore consider that, before
distributing dividends, Q-Park will invest more than EUR100 million
per year, including acquisitions and public concession tenders,
which should fuel cash flow growth. We believe the company has
flexibility to defer investments to preserve cash in a weaker
operating environment, since its maintenance capital expenditure
(capex) is limited at about EUR30 million-EUR40 million per year
and about 91% of Q-Park's 2022 underlying gross margin comprises
long-term infrastructure businesses involving no significant
renewals in the next three years.

"Q-Park's credit profile is constrained by our expectation that
adjusted debt will remain high over 2023-2025, reflecting high
leases, growth investments, and a potential restart of dividends
from 2024. In 2022, the company generated about 22% of its EBITDA
from lease agreements, leading to a large adjustment for lease
obligations in our adjusted debt--notably financial leases of about
EUR1.2 billion and operating leases of EUR1.3 billion. We assume
high leases will constrain significant deleveraging in the next
three years, although the repayment profile is not exposed to
maturity concentration like other financial debt. That said, we
assume Q-Park will maintain healthy reported free cash flow of
about EUR40 million-EUR60 million in 2023, reflecting large capex
projects partly rolled over from 2022, and increasing to about
EUR50 million-EUR70 million in 2024-2025. This should support
investments for new build capex and acquisitions, as well as the
potential restart of dividends from 2024, without materially
increasing leverage. Therefore, we expect Q-Park's adjusted debt
will remain broadly stable at 4.1 billion in 2023 and increase to
EUR4.2 billion-EUR4.3 billion over 2024-2025.

"We assume FFO to debt will decline to about 5.0%-6%, from 6.4% in
2022, considering higher interest expenses relating to the EUR400
million floating rate notes and EUR515 million notes maturing in
2025, albeit mitigated by our expectation for Q-Park's continued
adequate liquidity.We assume an increase in interest costs on the
EUR400 million floating-rate notes (about 24% of total gross debt)
as well as higher financing costs amid the current environment,
including the refinancing of EUR80 million of bilateral facilities
maturing in 2024-2025, followed by the EUR515 million of notes
maturing in February 2025. Therefore, we forecast FFO to debt will
decline to about 5.5%-6.0% in 2023-2025, from 6.4% in 2022. The
company faces refinancing needs in 2025-2027 (EUR1,545 million of
notes). We expect liquidity to remain adequate and the refinancing
to be completed in good time. Q-Park had a consolidated cash
balance of EUR135 billion at year-end 2022 and a EUR250 million
undrawn revolving credit facility (RCF), of which only EUR237
million can be drawn. This should provide sufficient financial
flexibility to accommodate still-volatile and uncertain market
conditions and planned capex for the next couple of years, without
damaging the company's credit profile.

"The stable outlook reflects our expectations that Q-Park will
maintain adjusted debt to EBITDA of about 8.5x-9.0x and FFO to debt
of about 5%-6%, supported by revenue growth, cost optimization, and
its flexible financial policy."

S&P could lower the ratings on Q-Park by one notch if:

-- S&P Global Ratings-adjusted debt to EBITDA remains above 9.0x.
S&P expects this could result from a more
aggressive-than-anticipated financial policy or
weaker-than-expected EBITDA. It could stem from a deterioration in
operating performance, or from EBITDA growth failing to adequately
compensate for the company's acquisition strategy, for example.

-- The company has not made significant progress under the
refinancing of the upcoming debt maturities by first-quarter 2024,
which could lead us to revise our liquidity assessment down to
weak.

-- Q-Park increases its exposure to asset-light business,
shortening the maturity of the existing portfolio and weakening our
assessment of its business model.

S&P said, "We see a positive rating action as unlikely given the
relatively high leverage, as measured by the group's debt to
EBITDA, and our expectations that dividends will restart. We could
take a positive rating action if the company delivers and commits
to a material leverage reduction, translating in adjusted debt to
EBITDA of about 7.5x while maintaining FFO to debt above 7%. In our
view, this would require a predictable financial policy combined
with materially higher cash flows."

ESG credit indicators: To E-2, S-2, G-2; From E-2, S-3, G-2

S&P said, "With a car park occupancy recovery underway, we now see
social factors as a neutral consideration for our credit analysis,
compared with moderately negative previously. We understand that
like-for-like volumes in 2022 were still 10% below 2019 levels,
affected by slower recovery in the Netherlands and Germany and
COVID-19-related restrictions in first-quarter 2022. This year, we
believe further volume recovery will support stronger earnings.
Although volume growth could slow in the next 12-18 months, we
believe macroeconomic headwinds and new working modes, rather than
social risk, will drag on momentum. Environmental factors have a
neutral influence in the near term because Q-Park's larger
exposures are to noncapital cities (78% of gross margin), which are
less exposed to municipalities' green policies regarding car
pollution and related restrictions to city centers, particularly
considering the limited transport alternatives in these locations.
Also, Q-Park is committed to electric mobility and has tripled its
EV charging points in its parking facilities over the past few
years (1,650 at year-end 2022 versus 534 at year-end 2018)."


SCHOELLER PACKAGING: S&P Lowers ICR to 'CCC+' on Refinancing Risk
-----------------------------------------------------------------
S&P Global Ratings lowered its ratings on Netherlands-based
Schoeller Packaging B.V. (Schoeller) and its senior secured debt to
'CCC+' from 'B-'. The recovery rating on the notes remains at '4',
indicating its estimate of about 35% recovery in the event of a
default.

S&P said, "The stable outlook reflects our view that leverage will
peak at about 9.6x in 2023, liquidity could be supported by
facilities provided by Schoeller's owner, Brookfield, and Schoeller
is seeking to refinance its debt facilities.

"We believe refinancing the senior secured notes could be
difficult. Schoeller needs to refinance both its EUR30 million RCF
due in May 2024 and its EUR250 million senior secured notes due in
November 2024. Given the current market conditions amid economic
uncertainties and volatile capital markets, and Schoeller's weak
track record in generating positive FOCF, we believe the group's
refinancing could be challenging. We note that EBITDA could improve
from 2024 onward, depending on the success of the company's various
internal restructuring and cost optimization initiatives.

"To meet its liquidity requirements, Schoeller relies on the
ongoing support of its financial sponsor as well as favorable
market conditions. We assess the company's liquidity as weak. In
line with our criteria, our liquidity assessment excludes the EUR30
million RCF (of which EUR4 million is currently drawn), since it
matures within 12 months. We also exclude the shareholder loan from
our liquidity sources because drawdowns from this loan require the
prior approval of Brookfield."

Recent changes to the group's corporate structure do not affect our
rating approach. Funding the expansion of the rental operations
weighed on the group's FOCF generation in 2021 and 2022. Schoeller
therefore decided to separate its manufacturing operations (under
Schoeller Packaging B.V.) from its rental operations (Schoeller
Allibert Trading & Services B.V. or SATS). The latter now owns the
rental assets, funds them on a ring-fenced basis, and rents them
out to customers. The new structure improves Schoeller Packaging's
cash generation because the company no longer purchases rental
equipment. S&P continues to analyze the businesses on a
consolidated basis, that is SATS and Schoeller Packaging combined.

FOCF is still substantially negative in 2023 amid ongoing market
uncertainties. S&P said, "We now expect Schoeller's S&P Global
Ratings-adjusted EBITDA to reach EUR40 million-EUR50 million in
2023, including restructuring costs. Together with capital
expenditure (capex) of about EUR47 million (including EUR25
million-EUR30 million relating to the purchase of rental
equipment), we estimate these costs will result in negative FOCF of
about EUR30 million. In addition, we believe demand remains
uncertain and the company could face unexpected cost increases,
linked to its restructuring initiatives, raw materials, and energy
prices."

S&P said, "We expect leverage to be higher than historically in
2023 and 2024. We expect debt to continue to increase in 2023 as
the rental company makes debt-funded purchases of rental assets.
Given that the rental assets have a typical pay-back period of
about three to four years, rental asset purchases typically
increase our debt-to-EBITDA ratio. We expect the company's S&P
Global Ratings-adjusted debt to EBITDA to reach close to 10.0x by
the end of 2023 from 7.8x at year-end 2022. We anticipate that our
adjusted debt figure will reach about EUR425 million by Dec. 31,
2023. Our debt figure includes the EUR270 million of reported debt
at the manufacturing company, about EUR50 million in debt due to
the rental operations (SATS), our adjustments for lease liabilities
(EUR40 million), sold receivables (EUR60 million), and pensions and
guarantees (EUR5 million). Following our criteria for noncommon
equity, we treat the EUR65 million shareholder loan (of which about
EUR23 million was drawn on Dec. 31, 2022), a EUR25 million
shareholder loan (fully drawn), and the new EUR10 million
shareholder loan provided to SATS as equity. All three loans are
provided by Brookfield.

"The stable outlook reflects our expectation that leverage will
peak in 2023 at around 9.6x and that the company's liquidity could
be supported by facilities provided by Brookfield. We also consider
that Schoeller is seeking to refinance its debt facilities."

S&P could lower our ratings if Schoeller:

-- Does not refinance its senior secured notes by November 2023;

-- Announces a debt exchange or restructuring that implies lenders
will receive less value than promised when the original debt was
issued; or,

-- Faces a liquidity shortfall.

S&P sees an upgrade as remote over the next 12 months. However, S&P
could take a positive rating action, if:

-- Schoeller successfully refinanced its senior secured notes,

-- Improved liquidity; and

-- FOCF improved materially.

ESG credit indicators: E-2, S-2, G-3




=========
S P A I N
=========

MADRID RMBS I: Moody's Affirms Caa1 Rating on EUR34M Class D Notes
------------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of two notes in
MADRID RMBS I, FTA and MADRID RMBS II, FTA. The rating action
reflects the increased levels of credit enhancement for the
affected notes.

Moody's affirmed the ratings of the notes that had sufficient
credit enhancement to maintain their current ratings.

Issuer: MADRID RMBS I, FTA

EUR1340M Class A2 Notes, Affirmed Aa1 (sf); previously on Jun 22,
2022 Affirmed Aa1 (sf)

EUR70M Class B Notes, Affirmed Aa1 (sf); previously on Jun 22,
2022 Upgraded to Aa1 (sf)

EUR75M Class C Notes, Upgraded to A3 (sf); previously on Jun 22,
2022 Upgraded to Baa1 (sf)

EUR34M Class D Notes, Affirmed Caa1 (sf); previously on Jun 22,
2022 Upgraded to Caa1 (sf)

Issuer: MADRID RMBS II, FTA

EUR270M Class A3 Notes, Affirmed Aa1 (sf); previously on Jun 22,
2022 Affirmed Aa1 (sf)

EUR63M Class B Notes, Affirmed Aa1 (sf); previously on Jun 22,
2022 Upgraded to Aa1 (sf)

EUR67.5M Class C Notes, Upgraded to A3 (sf); previously on Jun 22,
2022 Upgraded to Baa1 (sf)

EUR30.6M Class D Notes, Affirmed Caa1 (sf); previously on Jun 22,
2022 Upgraded to Caa1 (sf)

Maximum achievable rating is Aa1 (sf) for structured finance
transactions in Spain, driven by the corresponding local currency
country ceiling of the country.

RATINGS RATIONALE

The rating action is prompted an increase in credit enhancement for
the affected tranches.

Revision of Key Collateral Assumptions:

As part of the rating action, Moody's reassessed its lifetime loss
expectation for the portfolio reflecting the collateral performance
to date.

The performance of the two transactions has continued to be stable
since the last rating action on June 2022. Total delinquencies have
remained stable in the past year for both transactions, with 90
days plus arrears currently standing at 0.26% and 0.30% of current
pool balance for MADRID RMBS I, FTA and MADRID RMBS II, FTA,
respectively. Cumulative defaults currently stand at 20.10% and
21.55% of original pool balance and at the same levels since a year
earlier.

Moody's decreased the expected loss assumption to 4.32% and 4.69%
as a percentage of current pool balance from 4.88% and 5.46% for
MADRID RMBS I, FTA and MADRID RMBS II, FTA due to the stable
performance. The revised expected loss assumption corresponds to
11.4% and 12.20% as a percentage of original pool balance.

Moody's also assessed loan-by-loan information as part of its
detailed transaction review to determine the credit support
consistent with target rating levels and the volatility of future
losses. As a result, Moody's has maintained the MILAN CE assumption
for MADRID RMBS I,FTA and for MADRID RMBS II, FTA both at 18.00%.

Increase in Available Credit Enhancement

Sequential amortization and the replenishment of the reserve fund
via trapping of excess spread led to the increase in the credit
enhancement available for both MADRID RMBS I, FTA and MADRID RMBS
II, FTA.

For instance, the credit enhancement for the Class C Tranches
affected by the rating action increased to 15.13% and 15.84% from
13.01% and 13.79%, respectively for MADRID RMBS I, FTA and MADRID
RMBS II, FTA, since the last rating action.

The principal methodology used in these ratings was "Moody's
Approach to Rating RMBS Using the MILAN Framework" published in
July 2022.

The analysis undertaken by Moody's at the initial assignment of
ratings for RMBS securities may focus on aspects that become less
relevant or typically remain unchanged during the surveillance
stage.

Factors that would lead to an upgrade or downgrade of the ratings:

Factors or circumstances that could lead to an upgrade of the
ratings include (1) performance of the underlying collateral that
is better than Moody's expected, (2) an increase in available
credit enhancement, (3) improvements in the credit quality of the
transaction counterparties and (4) a decrease in sovereign risk.

Factors or circumstances that could lead to a downgrade of the
ratings include (1) an increase in sovereign risk, (2) performance
of the underlying collateral that is worse than Moody's expected,
(3) deterioration in the notes' available credit enhancement and
(4) deterioration in the credit quality of the transaction
counterparties.




=============
U K R A I N E
=============

VF UKRAINE: S&P Affirms 'CCC+' Issuer Credit Rating, Outlook Stable
-------------------------------------------------------------------
S&P Global Ratings affirmed its 'CCC+' ratings on telecom operator
VF Ukraine and its debt. The outlook remains stable.

S&P said, "We affirmed the ratings on VF Ukraine despite the
negative rating action on the sovereign. We rate VF Ukraine above
the sovereign foreign currency rating because the company passes
our hypothetical sovereign default stress test, which, among other
factors, assumes a 50% devaluation of the Ukrainian hryvnia against
hard currencies and a 15%-20% decline in organic EBITDA. This is
because we understand that management keeps 67% (as of end of 2022)
of its cash in hard currencies and aims to keep sufficient cash
reserves to serve its debt obligations in the next 12 months. This
should also mitigate exposure to foreign-denominated capital
expenditure (capex).

"However, we cap our issuer credit rating on VF Ukraine at the
level of the 'CCC+' transfer and convertibility (T&C) assessment of
Ukraine. This reflects the risk that the Ukrainian government could
restrict access to foreign exchange liquidity for Ukrainian
companies, including VF Ukraine."

VF Ukraine has maintained most of its infrastructure despite the
military conflict, and 2022 results showed resilient operations.
The company strives to keep its infrastructure operational given
that its service is critical for Ukraine. Of its sites, 88% are
still operating, while about 5% had been destroyed at year-end
2022. During 2022, the user base decreased by 18.5% to 15.4
million, but some of the subscriber loss was mitigated by a 17%
increase in average revenue per user (ARPU). This is partly because
about 2.2 million of VF Ukraine's subscribers moved outside Ukraine
(out of 8 million Ukrainians who left the country) but continue to
use their roaming service. As a result, revenues were only down 2%.
The acquisition of Vega (a fixed-line and internet operator) did
little to offset the revenue decline. The S&P Global
Ratings-adjusted EBITDA margin increased to 56.8% from 53.4% due to
cost optimization and discounts from international vendors on
operating expenses, including a rent concession on trademark fees
to Vodafone.

Foreign exchange volatility creates liquidity and refinancing risk,
but liquidity remains adequate. This is because all the company's
debt is denominated in U.S. dollar notes that will mature in
February 2025. However, S&P still assesses VF Ukraine's liquidity
as adequate given that its cash flow is positive, a significant
proportion of its cash balance is held in hard currency (55% in
U.S. dollars and 12% in euros as of Dec. 31, 2022), and there are
no debt maturities until February 2025.

S&P said, "We assess VF Ukraine's stand-alone credit profile (SACP)
at 'b+'. This reflects the group's No. 2 position in the Ukrainian
mobile market, solid profitability, strong free cash flow
conversion, resilient operational performance, and well-invested
retail network. However, the company's exposure to very high
country risk, regulatory and foreign exchange risk, limited scale
and diversification, and refinancing risk constrain the SACP.

"Our rating on VF Ukraine is not affected by our view that it is a
highly strategic subsidiary of NEQSOL Holding. VF Ukraine's
ultimate parent, NEQSOL Holding, directly and indirectly owns a
100% stake in the company. It is a diversified Azerbaijan-based
company that operates in the telecommunications, energy, and
construction businesses. NEQSOL Holding's SACP is stronger than VF
Ukraine's because of its larger scale of operations,
more-diversified product profile, and stronger credit ratios. We
assess NEQSOL's group credit profile in the 'bb' category. However,
its exposure to Ukraine, where more than half of its EBITDA is
generated, constrains its creditworthiness. We could assess NEQSOL
above the sovereign foreign currency rating of Ukraine because the
holding company passes our hypothetical sovereign default stress
test, but we cap our assessment on NEQSOL at the level of the
'CCC+' T&C assessment on Ukraine.

"We view VF Ukraine as a highly strategic part of the group because
it contributes more than 50% of group revenue. As such, we consider
it unlikely NEQSOL Holding will sell VF Ukraine in the
short-to-medium term. NEQSOL Holding demonstrated its commitment to
VF Ukraine when it injected $214 million of equity on acquiring it
in December 2019. We therefore consider VF Ukraine important to the
group's future strategy and expect the rest of the group to support
it."

S&P Global Ratings acknowledges a high degree of uncertainty about
the extent, outcome, and consequences of the military conflict
between Russia and Ukraine. Irrespective of the duration of
military hostilities, related risks are likely to remain in place
for some time. Potential effects could include dislocated
commodities markets, supply chain disruptions, inflationary
pressures, weaker growth, and capital market volatility. As the
situation evolves, S&P will update its assumptions and estimates
accordingly.

S&P said, "Our stable outlook on VF Ukraine reflects that our
'CCC+' T&C assessment for Ukraine remains the primary rating
constraint. The outlook also reflects our view that the company
will likely maintain its ability to exchange local currency for
foreign currency and carry out cross-border debt service payments,
even if the sovereign were to restructure its foreign currency
debt, similar to its last restructuring in August 2022. If this
assumption does not hold true, leading us to revise downward our
T&C assessment on the sovereign, then our rating on VF Ukraine
would also be pressured. While our T&C assessment on the sovereign
remains the key rating constraint and remains at 'CCC+', we expect
our rating on VF Ukraine to be capped at this level under our
current forecast.

"Our stand-alone assessment on VF Ukraine is likely to remain 'b+'
as long as the company maintains stable operations and adequate
liquidity, resulting in FOCF to debt remaining above 5% and debt to
EBITDA below 3x.

"We could lower the rating on VF Ukraine if we lowered our T&C
assessment on Ukraine, or if VF Ukraine or its parent NEQSOL faced
liquidity pressure.

"We could raise the rating on VF Ukraine if we raised our sovereign
rating and revised upward our T&C assessment on Ukraine, and if VF
Ukraine and its parent NEQSOL continue to maintain adequate
liquidity."

ESG credit indicators: E-2, S-2, G-4




===========================
U N I T E D   K I N G D O M
===========================

ATLAS BUILDING: Files Second NOI to Appoint Administrators
----------------------------------------------------------
Sam Metcalf at TheBusinessDesk.com reports that the future of a
Heanor-based civil engineering firm looks uncertain after it posted
a second notice of intention (NOI) to appoint administrators.

Atlas Building and Civil Engineering posted the second NOI on April
28, two weeks after the first, TheBusinessDesk.com relates.  It was
also served with a winding up petition on April 19,
TheBusinessDesk.com notes.

In its latest available accounts, made up to the end of September
2021, Atlas made a profit of GBP143,649 -- up substantially from
just over GBP19,000 in 2020, TheBusinessDesk.com discloses.

At the time, the company employed 49 people, down slightly from 55
in 2020, according to TheBusinessDesk.com.


CIRCULAR 1: Owes More Than GBP3.5-Mil. at Time of Administration
----------------------------------------------------------------
Jon Robinson at BusinessLive reports that a Covid-19 testing firm
that earned millions from the pandemic owed more than GBP3.5
million when it collapsed into administration.

Circular 1 Health had once employed 300 people at its height,
turning over more than GBP35 million and achieving a pre-tax profit
of GBP6.4 million.  However, the company entered administration in
March when Gary Lee and Kenneth Pattullo of Begbies Traynor were
appointed to oversee the process, BusinessLive relates.

Since its height, Circular 1 Health, which was registered in
Warwick Bridge, Carlisle, had shrunk down to employ just over 40
people across its operations in Cumbria and Manchester,
BusinessLive notes.

Now, newly-filed documents with Companies House have revealed how
much the business owed to its creditors when it entered
administration and the reasons why it collapsed, BusinessLive
discloses.

The company was established in June 2020 having secured its first
contract in the month before.

Unsecured creditors were estimated to be owed GBP2,412,485 which
included GBP653,405 to HMRC in corporation tax and a further
GBP6,631 in interest, BusinessLive states.

HMRC was also owed an estimated GBP541,544 for VAT, PAYE income
tax, employee National Insurance contributions, student loan
dedications and Construction Industry Scheme dedications, according
to BusinessLive.

The company's secured creditor was owed approximately GBP273,153
when it entered administration, however a credit balance was held
of c.GBP9,397, BusinessLive notes.


ELLICON CONSTRUCTION: Set to Pay Compensation to Former Employees
-----------------------------------------------------------------
Catrin Picton at Construction News reports that a collapsed
specialist groundwork company is set to pay compensation to its
former employees, who were not consulted properly before being made
redundant.

Ellicon Construction, which was based in the Isle of Sheppey, Kent,
entered administration in summer 2022 after 20 years of trading.


GREAT ANNUAL: Enters Administration After Rescue Plan Rejected
--------------------------------------------------------------
Coreena Ford and Tom Keighley at BusinessLive report that North
East energy consultancy Great Annual Savings has fallen into
administration with the loss of more than 100 jobs after a
restructuring plan was rejected at a High Court hearing.

The former Sunderland AFC shirt sponsor, based in Seaham, County
Durham, had put together a plan in a last ditch bid to counter a
winding-up order tabled by HM Revenue and Customs, BusinessLive
relates.  The company operated for 10 years in the energy sector,
helping businesses to reduce their variable costs in energy, water,
telecoms, merchant services and insurance, but has now ceased
trading.

The company had traded through challenging times in the pandemic
when staff had to be furloughed, but had built up liabilities owed
to HM Revenue and Customs and has since been challenged by rising
costs, BusinessLive discloses.  When the winding-up order was made,
Great Annual Savings (GAS) called in advisors from Shoosmiths and
FRP Advisory to help reshape the business, BusinessLive recounts.

The two business restructuring specialists worked with bosses at
GAS on a restructuring plan which involved a schedule of repayments
to HMRC, BusinessLive discloses.  However, the company's plan was
not sanctioned by a judge in the High Court of Justice Business and
Property Courts -- and the company was immediately placed into
administration, BusinessLive states.

Martyn Pullin and Allan Kelly of FRP Advisory confirmed they were
appointed as joint administrators to The Great Annual Savings
Company Limited (GAS) on May 16, BusinessLive relays.  They said
the impact of Covid-19 on energy consumption with its customers
seeing restricted trading and energy usage caused by lockdowns,
along with the added strain associated with the energy crisis and
ongoing war in Ukraine, meant the business was no longer able to
meet its financial obligations, BusinessLive notes.

According to BusinessLive, Mr. Kelly, partner at FRP, said: "GAS
had been a profitable, growing business prior to Covid-19 but has
been significantly impacted by the pandemic and the subsequent
energy market crisis over the last 18 months.  The directors put
forward one of the first Restructuring Plans for a SME trading
business to reduce its liabilities to sustainable levels.

"However, the court did not sanction the plan and the directors had
no alternative but to seek the appointment of administrators.
Regrettably, this also meant all 115 staff were made redundant on
appointment.  We're now supporting impacted staff and preparing for
an asset sale."


HARTINGTON CREAMERY: Files NOI to Appoint Administrators
--------------------------------------------------------
Sam Metcalf at TheBusinessDesk.com reports that a Peak District
manufacturer of cheese which can trace its history back to the
1870s is facing an uncertain future.

Hartington Creamery has filed a notice of intention to appoint
administrators, according to documents seen by
TheBusinessDesk.com.

The company, whose original creamery was set up by the Duke of
Devonshire in 1870, has been based at Pikehall Farm in Matlock
since 2012 and makes a range of cheeses including Dovedale Blue and
its own Stilton. Indeed, the firm is known as the smallest Stilton
cheese producers in the world.

All the company's cheese is handmade on site by artisan
cheesemakers.

In its latest accounts, made up to March 31, 2022, Hartington
Creamery made a loss of almost GBP550,000, TheBusinessDesk.com
discloses.  At the time, the company employed 13 people.


HAYA HOLDCO 2: Moody's Lowers CFR & Senior Secured Notes to Ca
--------------------------------------------------------------
Moody's Investors Service has downgraded Haya Holdco 2 plc
corporate family rating to Ca from Caa2 and its probability of
default rating to Ca-PD from Caa2-PD. Concurrently, the rating
agency downgraded the company's backed senior secured floating rate
notes due November 2025 to Ca from Caa2. The outlook remains
stable.

RATINGS RATIONALE

The downgrade of the ratings reflects the proposed sale of 100% of
the share capital of Haya to Intrum Holding Spain, S.A.U. ("Intrum
Spain") at a price that implies substantial losses for noteholders.
The transaction contemplates a EUR140 million all-cash purchase
price [1], that represents around 40% of the EUR350 million
outstanding amount under its backed senior secured floating rate
notes. However, Haya has provided at the same time indemnification
protection for the benefit of Intrum Spain in respect of certain
business-related risks, so that up to EUR26 million of the cash
purchase price will be held in escrow after completion as security
for Intrum Spain in respect of such indemnities. The escrowed
amount could be reduced by EUR14 million if one of the indemnified
risks can be protected through insurance instead. Costs associated
to such insurance policy would decrease net proceeds to noteholders
by ca. EUR5 million, in such case net proceeds to noteholders would
represent around 35% of the outstanding amount. Finally, there are
some contingent rights and potential future assets of Haya, which
have a maximum potential value of EUR45 million (as estimated by
the company) for the ultimate benefit of the noteholders and that
could increase the recovery rate to around 50%.

Over 85% of the noteholders have executed a binding lock-up
agreement, pursuant to which they will grant the necessary consents
to facilitate the sale. Closing is expected during Q3 2023, subject
to antitrust approval and conditions precedent for restructuring
being satisfied.

To implement the restructuring, it is proposed that an English
scheme of arrangement will be utilised, which will require that
more than 50% of the noteholders representing more than 75% of the
votes present and voting at a meeting of noteholders support the
restructuring.

If noteholders representing more than 90% of the notes become
consenting noteholders, the restructuring may be implemented using
a contractual amendment process consistent with the terms of the
notes indenture.

The transaction – if executed as contemplated above– would
imply a recovery rate commensurate with the Ca rating and will be
viewed as an event of default under Moody's definition.

RATIONALE FOR THE STABLE OUTLOOK

The stable outlook reflects the high likelihood that the proposed
transaction is successful resulting in the recovery rate range for
the noteholders.

FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS

Moody's could upgrade Haya's ratings should recovery expectations
on its debt instruments materially improve.

Moody's could further downgrade Haya's ratings should recovery
expectations on its debt instruments materially weaken.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.


PARTY PIECES: Bought Out of Administration by Teddy Tastic Bear
---------------------------------------------------------------
Business Sale reports that an online party goods supply company
founded by the parents of the Princess of Wales has been acquired
out of administration.

Party Pieces Holdings, founded by Carole and Michael Middleton in
1987, has been acquired from administrators Interpath Advisory in a
pre-pack deal by Teddy Tastic Bear Co Ltd., Business Sale relates.

The company was originally established to organise children's
parties, before subsequently expanding into the sale of party
decorations, personalised gifts and tableware.  According to
reports, the business' performance was severely impacted by the
COVID-19 pandemic and associated lockdowns, leading to it becoming
loss making, Business Sale notes.

The owners had initially sought to sell the company in order to
avert an administration process, Business Sale recounts.  In
information sent to potential bidders, the business was reported to
have experienced "some recent UK performance contraction during
international expansion and focus on margins".

However, according to insiders, attempts to find a buyer for the
business prior to insolvency were unsuccessful, leading to the
appointment of administrators, Business Sale discloses.  Several
industry incumbents were reported to be interested in the business,
including party goods firm Club Green, prior to its sale to Teddy
Tastic Bear Co Ltd, a company founded by entrepreneur James
Sinclair, according to
Business Sale.

The price paid for Party Pieces has not been disclosed, nor has the
scale of its liabilities prior to the pre-pack sale, Business Sale
notes.

In the company's latest available accounts at Companies House, for
the year ending December 31 2021, its fixed assets were valued at
GBP243,427 and current assets at GBP883,307, with net liabilities
at the time amounting to GBP1.35 million, Business Sale relays.


VENATOR MATERIALS: Moody's Cuts CFR to Ca, Alters Outlook to Stable
-------------------------------------------------------------------
Moody's Investors Service has downgraded the Corporate Family
Rating of Venator Materials plc ("Venator") to Ca from Caa1, the
Probability of Default Rating to D-PD from Caa1-PD. At the same
time, Moody's has downgraded the ratings of Venator Materials LLC's
senior secured term loan B and senior secured notes to Ca from
Caa1, and the ratings on the senior unsecured notes to C from
Caa3.

The company's Speculative Grade Liquidity Rating ("SGL") remains
SGL-4. The outlook is changed to stable from negative.

Moody's will withdraw Venator's ratings upon cancellation of the
rated debt instruments.

ESG factors are a key driver for the action. In particular, the
bankruptcy filing reflected very high governance risks associated
with the company's large amount of debt and earnings
underperformance against expectations.

Downgrades:

Issuer: Venator Materials plc

Corporate Family Rating, Downgraded to Ca from Caa1

Probability of Default Rating, Downgraded to D-PD from Caa1-PD

Issuer: Venator Materials LLC

Senior Secured Bank Credit Facility, Downgraded to Ca from Caa1

Senior Secured Regular Bond/Debenture, Downgraded to Ca from Caa1

Senior Unsecured Regular Bond/Debenture, Downgraded to C from
Caa3

Outlook Actions:

Issuer: Venator Materials LLC

Outlook, Changed To Stable From Negative

Issuer: Venator Materials plc

Outlook, Changed To Stable From Negative

RATINGS RATIONALE

The downgrade of Venator's ratings follows the announcement that it
entered into a Restructuring Support Agreement ("RSA") with holders
of an overwhelming majority of the principal amount of its debt
obligations on May 13, 2023 and filed voluntary petitions for
relief under Chapter 11 on May 14, 2023. The Chapter 11 filing
constituted an event of default that accelerated substantially all
of Venator's debt obligations.

The RSA will provide the liquidity necessary for the company and
its management to continue operations and complete the
restructuring through a $275 million debtor-in-possession financing
facility (not rated). According to the RSA, Venator's nearly $1
billion existing debt obligations, including the senior secured
term loan facility, the 9.50% senior secured notes due 2025 and the
5.75% senior unsecured notes due 2025, will be equitized. There
might be an exit first lien term loan subject to terms to be
agreed.

Headquartered in the United Kingdom, Venator Materials plc is the
world's fourth-largest producer of titanium dioxide pigments used
in paint, paper, and plastics, and a producer of performance
additives for a variety of end markets. Venator was created through
an IPO transaction rom Huntsman Corporation in 2017. Venator
generated $2.2 billion in revenues in 2022.

The principal methodology used in these ratings was Chemicals
published in June 2022.




===============
X X X X X X X X
===============

[*] BOOK REVIEW: Transnational Mergers and Acquisitions
-------------------------------------------------------
Author: Sarkis J. Khoury
Publisher: Beard Books
Softcover: 292 pages
List Price: $34.95
Order your personal copy today at http://is.gd/hl7cni

Transnational Mergers and Acquisitions in the United States will
appeal to a wide range of readers. Dr. Khoury's analysis is
valuable for managers involved in transnational acquisitions,
whether they are acquiring companies or being acquired themselves.
At the same time, he provides a comprehensive and large-scale look
at the industrial sector of the U.S. economy that proves very
useful for policy makers even today. With its nearly 100 tables of
data and numerous examples, Khoury provides a wealth of information
for business historians and researchers as well.

Until the late 1960s, we Americans were confident (some might say
smug) in our belief that U.S. direct investment abroad would
continue to grow as it had in the 1950s and 1960s, and that we
would dominate the other large world economies in foreign
investment for some time to come. And then came the 1970s, U.S.
investment abroad stood at $78 billion, in contrast to only $13
billion in foreign investment in the U.S. In 1978, however, only
eight years later, foreign investment in the U.S. had skyrocketed
to nearly #41 billion, about half of it in acquisition of U.S.
firms. Foreign acquisitions of U.S. companies grew from 20 in 1970
to 188 in 1978. The tables had turned an Americans were worried.
Acquisitions in the banking and insurance sectors were increasing
sharply, which in particular alarmed many analysts.

Thus, when it was first published in 1980, this book met a growing
need for analytical and empirical data on this rapidly increasing
flow of foreign investment money into the U.S., much of it in
acquisitions. Khoury answers many of the questions arising from the
situation as it stood in 1980, many of which are applicable today:
What are the motives for transnational acquisitions? How do foreign
firms plans, evaluate, and negotiate mergers in the U.S.? What are
the effects of these acquisitions on competition, money and capital
markets; relative technological position; balance of payments and
economic policy in the U.S.?

To begin to answer these questions, Khoury researched foreign
investment in the U.S. from 1790 to 1979. His historical review
includes foreign firms' industry preferences, choice of location in
the U.S., and methods for penetrating the U.S. market. He notes the
importance of foreign investment to growth in the U.S.,
particularly until the early 20th century, and that prior to the
1970s, foreign investment had grown steadily throughout U.S.
history, with lapses during and after the world wars.

Khoury found that rates of return to foreign companies were not
excessive. He determined that the effect on the U.S. economy was
generally positive and concluded that restricting the inflow of
direct and indirect foreign investment would hinder U.S. economic
growth both in the short term and long term. Further, he found no
compelling reason to restrict the activities of multinational
corporations in the U.S. from a policy perspective. Khoury's
research broke new ground and provided input for economic policy at
just the right time.

Sarkis J. Khoury holds a Ph.D. in International Finance from
Wharton. He teaches finance and international finance at the
University of California, Riverside, and serves as the Executive
Director of International Programs at the Anderson Graduate School
of Business.



                           *********


S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter-Europe is a daily newsletter co-
published by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante,
Julie Anne L. Toledo, Ivy B. Magdadaro, and Peter A. Chapman,
Editors.

Copyright 2023.  All rights reserved.  ISSN 1529-2754.

This material is copyrighted and any commercial use, resale or
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Information contained herein is obtained from sources believed to
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